iesy Repository GmbH - Irish Stock Exchange

have accounts with Euroclear or Clearstream or persons who hold interests through Euroclear or Clearstream, and any sale or
transfer of such interest to U.S. persons shall not be permitted during such period unless such resale or transfer is made
pursuant to Rule 144A under the Securities Act. Subject to the foregoing, Reg S Book-Entry Interests may be transferred to a
person who takes delivery in the form of Rule 144A Book-Entry Interests denominated in the same currency only upon
delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is
being made to a person whom the transferor reasonably believes is a “qualified institutional buyer” within the meaning of
Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A under the Securities Act or
otherwise in accordance with applicable transfer restrictions and any applicable securities laws of any state of the United
States or any other jurisdiction.
Any Book-Entry Interest that is transferred will, upon transfer, cease to be a Book-Entry Interest in the Global Note
from which it was transferred and will become a Book-Entry Interest in the Global Note to which it was transferred.
Accordingly, from and after such transfer, it will become subject to all transfer restrictions, if any, and other procedures
applicable to Book-Entry Interests in the Global Note to which it was transferred.
If Definitive Registered Notes are issued, they will be issued only in minimum denominations of €50,000 or $75,000
principal amount, as the case may be, and integral multiples of €1,000 and $1,000, as the case may be, in excess thereof,
upon receipt by the applicable Registrar of instructions relating thereto and any certificates, opinions and other
documentation required by the Indenture. It is expected that such instructions will be based upon directions received by
Euroclear, Clearstream or DTC, as applicable, from the participant which owns the relevant Book-Entry Interests. Definitive
Registered Notes issued in exchange for a Book-Entry Interest will, except as set forth in the Indenture or as otherwise
determined by the Issuer in compliance with applicable law, be subject to, and will have a legend with respect to, the
restrictions on transfer summarized below and described more fully under “Notice to Investors.”
Subject to the restrictions on transfer referred to above, Euro Notes issued as Definitive Registered Notes may be
transferred or exchanged, in whole or in part, in minimum denominations of €50,000 in principal amount and integral
multiples of €1,000 and Dollar Notes issued as Definitive Registered Notes may be transferred or exchanged, in whole or in
part, in minimum denominations of $75,000 in principal amount and integral multiples of $1,000. In connection with any
such transfer or exchange, the Indenture will require the transferring or exchanging holder to, among other things, furnish
appropriate endorsements and transfer documents, to furnish information regarding the account of the transferee at Euroclear,
Clearstream or DTC, where appropriate, to furnish certain certificates and opinions, and to pay any taxes, duties and
governmental charges in connection with such transfer or exchange. Any such transfer or exchange will be made without
charge to the Holder, other than any taxes, duties and governmental charges payable in connection with such transfer.
Notwithstanding the foregoing, the Issuer is not required to register the transfer or exchange of any Notes:
(1) for a period of 15 calendar days prior to any date fixed for the redemption of the Notes;
(2) for a period of 15 calendar days immediately prior to the date fixed for selection of Notes to be redeemed in part;
(3) for a period of 15 calendar days prior to the record date with respect to any interest payment date; or
(4) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or
an Asset Disposition Offer.
The Issuer and the Trustee will be entitled to treat the Holder of a Note as the owner of it for all purposes.
The Proceeds Loan
Upon completion of the offering of the Notes, an existing intercompany loan from the Issuer to iesy Hessen (the
“Proceeds Loan”) in respect of a subordinated bridge facility that will be repaid with the proceeds of the Notes will be
amended such that the intercompany agreement (the “Proceeds Loan Agreement”) reflects the repayment of the subordinated
bridge facility and that iesy Hessen will remain obligated to the Issuer for the same amount as the amount outstanding in such
subordinated bridge facility.
Interest will accrue on the Proceeds Loan at a rate equal to the interest rate payable on the Euro Notes and Dollar
Notes, as applicable, with such adjustments as may be agreed between the parties or necessary to match any Additional
Amounts (as defined below) due thereunder, or any default or special interest payable with respect to the Euro Notes and
Dollar Notes, as applicable. Subject to the terms of the Intercreditor Agreement, the Proceeds Loan may be prepaid from time
to time, in whole or in part, in order to fund a distribution to shareholders of the Issuer. See “Use of Proceeds.” The Proceeds
Loan will be repayable at the time of the repayment in full or in part of amounts due under the Notes, whether at maturity, on
early redemption, mandatory repurchase or upon acceleration. Pursuant to the Intercreditor Agreement, iesy Hessen and the
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